<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
---------
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1999
---------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ________________ to ________________
Commission file number 33-11064
------------
EREIM LP Associates
(Exact name of registrant as specified in its governing instrument)
New York 58-1739527
(State of Organization) (I.R.S. Employer Identification No.)
787 Seventh Avenue, New York, New York 10019
(Address of principal executive office) (Zip Code)
(Registrant's telephone number, including area code) (212) 554-1926
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes -X- No
--- ---
<PAGE> 2
EREIM LP ASSOCIATES
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 - Financial statements:
Balance sheets at June 30, 1999 and
December 31, 1998
Statements of income for the three and six
months ended June 30, 1999 and 1998
Statement of partners' capital for the six
months ended June 30, 1999
Statements of cash flows for the six months
ended June 30, 1999 and 1998
Notes to financial statements
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II - OTHER INFORMATION
Items 1 through 6
Signatures
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EREIM LP ASSOCIATES
BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
- ------ ------------ ------------
<S> <C> <C>
Cash $ 10,000 $ 10,000
Guaranty fee receivable from affiliate 54,659 121,698
Investment in joint venture, at equity 30,292,116 32,023,757
------------ ------------
TOTAL ASSETS $ 30,356,775 $ 32,155,455
============ ============
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
LIABILITIES:
Deferred guaranty fee $ 873,301 $ 998,058
Due to affiliates 25,933 649
Accrued liabilities 6,659 17,919
------------ ------------
TOTAL LIABILITIES 905,893 1,016,626
------------ ------------
PARTNERS' CAPITAL:
General partners:
Equitable 29,966,829 31,695,037
EREIM LP Corp. (515,947) (556,208)
------------ ------------
TOTAL PARTNERS' CAPITAL 29,450,882 31,138,829
------------ ------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 30,356,775 $ 32,155,455
============ ============
</TABLE>
See notes to financial statements.
3
<PAGE> 4
EREIM LP ASSOCIATES
STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
----------- --------- ----------- --------
<S> <C> <C> <C> <C>
REVENUE:
Equity in net income (loss) of joint venture $(1,585,057) $(316,671) $(1,731,641) 33,088
Guaranty fee from affiliate 85,988 123,806 181,923 255,233
----------- --------- ----------- --------
TOTAL REVENUE (1,499,069) (192,865) (1,549,718) 288,321
----------- --------- ----------- --------
EXPENSES:
General and administrative 7,012 7,012 14,024 14,024
----------- --------- ----------- --------
TOTAL EXPENSES 7,012 7,012 14,024 14,024
----------- --------- ----------- --------
NET INCOME (LOSS) $(1,506,081) $(199,877) $(1,563,742) $274,297
=========== ========= =========== ========
</TABLE>
See notes to financial statements
4
<PAGE> 5
EREIM LP ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(unaudited)
<TABLE>
<CAPTION>
EREIM
Equitable LP Corp. Total
------------ --------- ------------
<S> <C> <C> <C>
Balance, December 31,1998 $ 31,695,037 $(556,208) $ 31,138,829
Capital contributions -- -- --
Distributions to partners -- (124,205) (124,205)
Net income (loss) (1,728,208) 164,466 (1,563,742)
------------ --------- ------------
Balance, June 30, 1999 $ 29,966,829 $(515,947) $ 29,450,882
============ ========= ============
</TABLE>
See notes to financial statements.
5
<PAGE> 6
EREIM LP ASSOCIATES
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(unaudited)
<TABLE>
<CAPTION>
June 30, June 30,
1999 1998
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net income (loss) $(1,563,742) $ 274,297
----------- ---------
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Equity in net (income) loss of joint venture 1,731,641 (33,088)
Distributions from joint venture -- 331,591
Decrease in guaranty fee receivable from affiliate 67,039 49,891
Decrease in deferred guaranty fee (124,757) (124,757)
Increase in due to affiliates 25,284 26,161
Increase (decrease) in accrued liabilities (11,260) (12,137)
----------- ---------
Total adjustments 1,687,947 237,661
----------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 124,205 511,958
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Distributions to general partners (124,205) (511,958)
----------- ---------
NET CASH USED IN FINANCING ACTIVITIES (124,205) (511,958)
----------- ---------
NET CHANGE IN CASH -- --
CASH AT BEGINNING OF PERIOD 10,000 10,000
----------- ---------
CASH AT END OF PERIOD $ 10,000 $ 10,000
=========== =========
</TABLE>
See notes to financial statements.
6
<PAGE> 7
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(unaudited)
The financial statements of the Partnership included herein have been
prepared by the Partnership pursuant to the rules and regulations of
the Securities and Exchange Commission. In the opinion of management,
the accompanying unaudited financial statements reflect all
adjustments, which are of a normal recurring nature, to present fairly
the Partnership's financial position, results of operations, and cash
flows at the dates and for the periods presented. These financial
statements should be read in conjunction with the Partnership's audited
financial statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1998, as
certain footnote disclosures which would substantially duplicate those
contained in such audited financial statements have been omitted from
this report. Interim results of operations are not necessarily
indicative of results to be expected for the fiscal year.
1. GUARANTY AGREEMENT
The Partnership has entered into a guaranty agreement with EML
Associates (the "Venture"), a joint venture in which the Partnership
holds a 20% interest and invests in income-producing real properties
and a fixed-rate mortgage loan, to provide a minimum return to ML/EQ
Real Estate Portfolio, L.P.'s ("ML/EQ") limited partners on their
contributions. Payments on the guaranty are due 90 days following the
earlier of the sale or other disposition of all the properties and
mortgage loans and notes or the liquidation of ML/EQ. The minimum
return will be an amount which, when added to the cumulative
distributions from ML/EQ to its limited partners, will enable ML/EQ to
provide its limited partners with a minimum return equal to their
capital contributions plus a simple annual return of 9.75% on their
adjusted capital contributions calculated from the dates of ML/EQ's
investor closings at which investors acquired their Beneficial Assignee
Certificates ("BACs"). Adjusted capital contributions are the limited
partners' original cash contributions reduced by distributions of sale
or financing proceeds and by distributions of certain funds in
reserves, as more particularly described in ML/EQ's Partnership
Agreement. The limited partners' original cash contributions have been
adjusted by that portion of distributions paid through June 30, 1999
resulting from cash available to ML/EQ as a result of sale or financing
proceeds paid to the Venture.
The minimum return is subject to reduction in the event that certain
taxes, other than local property taxes, are imposed on ML/EQ or the
Venture, and is also subject to certain other limitations. If there
were no distributions until December 31, 2002, the expiration of the
term of ML/EQ, the maximum liability of the Partnership to the Venture
under the guaranty agreement as of June 30, 1999 is limited to
$119,290,832, plus the value of the Partnership's interest in the
Venture less any amounts contributed by the Partnership to the Venture
to fund cash deficits. The Venture has assigned its rights under the
guaranty agreement to ML/EQ. ML/EQ will have recourse under the
guaranty agreement only to the Partnership and EREIM LP Corp. as a
general partner of the Partnership but not to The Equitable Life
Assurance Society of the United States ("Equitable"). Equitable has
entered into a Keep Well Agreement with EREIM LP Corp. to permit EREIM
LP Corp. to pay its obligations with respect to the guaranty agreement
as they become due; provided, however, that the maximum liability of
Equitable under the Keep Well Agreement is an amount equal to the
lesser of (i) two percent of the total admitted assets of Equitable (as
determined in accordance with New York Insurance Law) or (ii)
$271,211,250. The Keep Well Agreement provides that only EREIM LP Corp.
and its successors will have the right to enforce Equitable's
obligation with respect to the guaranty agreement.
Capital contributions by the BAC holders of the Partnership totaled
$108,484,500. As of June 30, 1999, the cumulative 9.75% simple annual
return was $110,665,454. As of June 30, 1999, cumulative distributions
by ML/EQ to the BAC holders totaled $109,091,999, of which $27,663,548
is attributable to income from operations and $81,428,451 is
attributable to sales of Venture assets, principal payments on mortgage
loans, and other capital events. To the extent that future cash
distributions to the limited partners of ML/EQ are insufficient to
provide the specified minimum return, any shortfall will be funded by
the guarantor, up to the above described maximum.
7
<PAGE> 8
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(unaudited)
1. GUARANTY AGREEMENT (Continued)
Effective as of January 1, 1997, the Partnership entered into an
amendment to the Joint Venture Agreement of the Venture between the
Partnership and ML/EQ pursuant to which the Partnership agreed to
defer, without interest, its rights to receive 20% of the Venture's
distributions of sale or financing proceeds until ML/EQ has received
aggregate distributions from the Venture in an amount equal to the
capital contributions made to ML/EQ by the BAC holders plus a
noncompounded cumulative return computed at the rate of 9.75% per annum
on contributions outstanding from time to time. Prior to the amendment,
the Partnership had a right to receive 20% of all the Venture's
distributions of sale or financing proceeds on a pari passu basis with
ML/EQ. The amendment has the effect of accelerating the return of
original contributions to BAC holders to the extent that sale or
financing proceeds are realized prior to the dissolution of ML/EQ.
2. INVESTMENT IN JOINT VENTURE
In March, 1988, ML/EQ had its initial investor closing. ML/EQ
contributed $90,807,268 to the Venture. The Partnership contributed
zero coupon mortgage notes to the Venture in the amount of $22,701,817.
The Venture purchased an additional $5,675,453 of zero coupon mortgage
notes from Equitable.
In May, 1988, ML/EQ had its second and final investor closing. ML/EQ
contributed $14,965,119 to the Venture. The Partnership contributed
zero coupon mortgage notes to the Venture in the amount of $3,741,280,
including accrued interest. The Venture purchased an additional
$935,320 of zero coupon mortgage notes from Equitable to bring the
total amount of zero coupon mortgage notes owned by the Venture to
$33,053,870, including accrued interest as of the dates of acquisition.
One of the zero notes was accounted for as a deed in lieu of
foreclosure by the Venture on July 22, 1994. The remaining note was due
on June 30, 1995. The borrower defaulted on its obligation to repay the
loan, and the collateral, Brookdale Center, was transferred to
Equitable and the Venture on December 16, 1996 as tenants in common,
pursuant to a Chapter 11 bankruptcy plan for reorganization filed with
the Bankruptcy Court by the borrower.
8
<PAGE> 9
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(unaudited)
2. INVESTMENT IN JOINT VENTURE (Continued)
The financial position and results of operations of the Venture are
summarized as follows:
Summary of Financial Position
June 30, 1999 and December 31, 1998
(unaudited)
<TABLE>
<CAPTION>
June 30 December 31
------------ ------------
<S> <C> <C>
Assets:
Rental properties held for sale $ 62,376,194 $ 41,869,718
Rental properties, net of accumulated depreciation of
$5,586,628 in 1998 -- 39,873,242
Net rental properties 62,376,194 81,742,960
Mortgage loan receivable -- 6,000,000
Cash and cash equivalents 10,124,629 10,677,613
Accounts receivable and accrued investment income 3,997,522 2,892,290
Deferred rent concessions 977,953 809,836
Deferred leasing costs -- 302,184
Prepaid expenses and other assets 124,116 875,369
Interest receivable 85,175 84,220
------------ ------------
Total assets $ 77,685,589 $103,384,472
============ ============
Liabilities and equity:
Accounts payable and accrued real estate expenses $ 2,009,142 $ 1,691,368
Accrued capital expenditures 565,784 788,395
Security deposits and unearned rent 402,869 343,922
Joint venturers' equity 74,707,794 100,560,787
------------ ------------
Total liabilities and equity $ 77,685,589 $103,384,472
-=========== ============
Partnership's share of joint venture equity $ 30,292,116 $ 32,023,757
============ ============
</TABLE>
9
<PAGE> 10
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(unaudited)
2. INVESTMENT IN JOINT VENTURE (Continued)
Summary statement of operations
for the six months ended June 30, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Revenue:
Rental income $ 9,012,304 $ 10,087,457
Lease termination income -- 12,501
Interest on loans receivable 51,250 307,500
------------- ------------
Total revenue 9,063,554 10,407,458
------------- ------------
Operating expenses:
Real estate operating expenses 4,325,772 4,029,815
Depreciation and amortization 789,345 2,118,228
Real estate taxes 1,196,217 1,084,285
Property management fees 179,379 222,570
------------- ------------
Total operating expenses 6,490,713 7,454,898
------------- ------------
Income from property operations 2,572,841 2,952,560
------------- ------------
Other income (expense):
Loss on sale of real estate assets (71,562) --
Loss on write-down of real estate assets (11,371,847) (2,931,890)
General and administrative expense (90,141) (108,021)
Interest and other nonoperating income 302,509 252,790
------------- ------------
Total other income (expense), net (11,231,041) (2,787,121)
------------- ------------
Net income (loss) $ (8,658,200) $ 165,439
============= ============
Partnership's share of equity in net income (loss) of joint $ (1,731,641) $ 33,088
venture
============= ============
</TABLE>
3. REAL ESTATE PROPERTIES HELD FOR SALE
At June 30, 1999 the 300 Delaware, 16/18 Sentry Park West, and
Northland Mall properties are all classified as held for sale, and
accordingly the application of depreciation has been suspended.
Northland Mall was reclassified to held for sale on June 30, 1999,
therefore depreciation was recorded through that date. The carrying
values of 300 Delaware and Northland Mall were adjusted to the lower of
cost or estimated net realizable value, resulting in losses of
$2,114,680 and $9,257,167, respectively, recorded during 1999. The 300
Delaware property was sold on July 23, 1999 (see footnote 5). For 16/18
Sentry Park West, management believes that the carrying values does not
exceed net realizable value less selling costs.
10
<PAGE> 11
4. LEGAL PROCEEDINGS
As discussed in the Notes to Consolidated Financial Statements of the
Partnership's December 31, 1998 audited financial statements, the
Partnership is a defendant in a consolidated action brought in the
Court of Chancery of the State of Delaware entitled IN RE: ML/EQ Real
Estate Partnership Litigation. There have been no new developments
associated with this action for the six months ended June 30, 1999.
The Venture is currently in litigation with a current Northland Mall
tenant who is seeking damages for breach of lease. The Plaintiff, My
Inc., filed a claim with the State Court of Michigan in 1997. The
parties have agreed to the principal terms of a settlement, which has
not yet been finalized. Management does not expect any material adverse
impact as a result of this litigation.
5. SUBSEQUENT EVENT
On July 23, 1999, the Venture consummated the sale of the 300 Delaware
property at a sales price of $8,750,000. The net sales proceeds
received were $8,427,727, which resulted in a loss of $201,975.
11
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the results of operations and financial
condition of the Partnership should be read in conjunction with the financial
statements and the related notes to financial statements included elsewhere
herein.
Certain Forward-Looking Information
Certain of the statements contained in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements include, without limitation,
statements regarding future capital expenditures relating to renovation and
development activities. These forward-looking statements are included in this
Quarterly Report on Form 10-Q based on the intent, belief or current
expectations of the Partnership. However, such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. Although the Partnership believes
that the expectations reflected in such forward-looking statements are based
upon reasonable assumptions, it can give no assurance that its expectations will
be achieved. Factors that could cause actual results to differ materially from
the Partnership's current expectations include general local market conditions,
the investment climate for particular property types, individual property
issues, construction delays due to unavailability of materials, weather
conditions or other causes, leasing activities, risks associated with the Year
2000 issue, and the other risks detailed from time to time in the Partnership's
SEC reports, including the Annual Report on Form 10-K for the year ended
December 31, 1998.
Liquidity and Capital Resources
As of June 30, 1999, the Partnership had cash of $10,000, and the
Venture, in which the Partnership owns 20% interest, had approximately $10.1
million in cash and cash equivalents. The cash is expected to be used for
general working capital purposes. The Partnership may establish additional
working capital reserves as the General Partners from time to time determine are
appropriate.
No sales or distributions of cash occurred in the second quarter of 1999. The
cash balances that remain have been retained primarily to fund potential costs
that may be required to improve tenancy at Northland Mall. In addition, these
funds may be required to cover other general working capital requirements.
Management continues to evaluate the appropriate strategies for the ownership of
each of the assets in the portfolio in order to achieve maximum value. In this
regard, management considers capital market and investment market conditions for
real estate, local market conditions; future capital needs, including potential
lease exposure for specific properties; and other issues that impact property
performance. This ongoing analysis provides the basis for hold/sell
recommendations for the properties. As a result of the evaluation, management
decided to market for sale the Northland Mall property. To that end, a brokerage
firm has been engaged and marketing efforts will commence in August 1999. If
offers to purchase the property are within the targeted price range, management
expects the property to be sold. Northland Mall was reclassified to held for
sale on June 30, 1999. Management, through discussions with real estate brokers,
determined that the carrying value for Northland Mall was in excess of the
estimated net realizable value less selling costs, and a loss of $9,257,167 was
recorded by the Venture as a result of the reclassification.
In accordance with management's strategy to achieve the maximum value for each
property prior to the termination of ML/EQ on December 31, 2002, management is
continuing its efforts to sell the remaining properties. On July 23, 1999, the
Venture sold 300 Delaware for $8.75 million. Remarketing efforts for 16/18
Sentry Park West commenced in April 1999, with the intent of selling the
property prior to the end of 1999. However, there is no certainty as to when
this property will be sold.
Financial Condition
The decrease in guarantee fee receivable of approximately $67,000, or
55%, from $122,000 at December 31, 1998 to $55,000 at June 30, 1999 is
attributable to the payment to the Partnership by ML/EQ of the $125,000 guaranty
fee in February, 1999, offset by the accrual of $58,000 of guaranty fee
receivable for the first six months of 1999.
The decrease in investment in joint venture of approximately $1.7
million, or 5.5%, from $32.0 million at December 31, 1998 to $30.3 million at
June 30, 1999 resulted from the $9.3 million write-down recorded on Northland
Mall and the $2.1 million write-down recorded on 300 Delaware during 1999.
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations
Equity in net income of the Venture decreased approximately $1,3
million, or 400%, and $1,8 million, or 5,133%, for the three and six months
ended June 30, 1999, respectively, from ($317,000) for the three months and
$33,000 for the six months ended June 30, 1998 to ($1,585,000) for the three
months and ($1,732,000) for the six months ended June 30, 1999. The decrease is
due primarily to the $9.3 million write-down of Northland Mall recorded in the
second quarter 1999, of which the Partnership's portion was approximately
$1.9 million, and the $2.1 million write-down of 300 Delaware recorded in the
first quarter 1999, of which the Partnership's portion was approximately
$420,000, partially offset by the $2.9 million write-down of Richland Mall
recorded in second quarter 1998, of which the Partnership's portion was
approximately $580,000.
Year 2000
The inability of computers, software and other equipment to recognize
and properly process data fields containing a two-digit year is commonly
referred to as the Year 2000 compliance issue ("Y2K"). As the year 2000
approaches, such systems may be unable to accurately process certain date-based
information.
Y2K exposures of the Partnership and the Venture continue to be assessed.
Potential critical exposures include reliance on third party vendors and
building systems that are not Y2K compliant. The Venture continues to
communicate with its third party vendors and service providers in an effort to
assess Y2K compliance status and the adequacy of Y2K efforts.
Each property owned by the Venture has been individually assessed in an effort
to identify critical Y2K issues. The inventory survey and assessment process for
16/18 Sentry Park West and Northland Mall have been completed and remediation
efforts are expected to be completed by August 31, 1999. Remediation strategies
have been developed based on assessment findings. 300 Delaware Avenue was sold
on July 23, 1999.
The Partnership and the Venture have incurred costs to date relating to Y2K of
approximately $62,200. The total property assessment costs to the Venture were
approximately $49,500 and the total cost for quality assurance paid to third
party engineers and consultants was approximately $12,700. Additional estimated
remediation costs of $34,000 are expected to be incurred to remediate and test
non-compliant building systems as necessary, for a total estimated cost of
$96,200.
The failure to adequately address the Year 2000 issue may result in the delay or
temporary cessation or malfunction of certain building services, the closure of
buildings owned by the Venture, or delay in distributions to BAC Holders. In
order to reduce the potential impact on the operations of the Partnership and
the Venture, Partnership contingency plans are anticipated to be completed by
September 30, 1999.
Contingency plans have been developed for each of the buildings owned by the
Venture. Contingency plans may involve the engagement of additional security
services, implementation of temporary systems modifications, and the
identification and engagement of alternate service vendors. Additional
contingency plans may be developed as circumstances warrant.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is the exposure to loss resulting from changes in interest rates,
foreign currency exchange rates, commodity prices, and equity prices. As of June
30, 1999, the Partnership had no material exposure to market risk.
13
<PAGE> 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As discussed in the Notes to Consolidated Financial Statements of
the Partnership's December 31, 1998 audited financial statements, the
Partnership is a defendant in a consolidated action brought in the
Court of Chancery of the State of Delaware entitled IN RE: ML/EQ Real
Estate Partnership Litigation. There have been no new developments
associated with this action for the six months ended June 30, 1999.
The Venture is currently in litigation with a current Northland Mall
tenant who is seeking damages for breach of lease. The Plaintiff, My
Inc., filed a claim with the State Court of Michigan in 1997. The
parties have agreed to the principal terms of a settlement, which has
not yet been finalized. Management does not expect any material adverse
impact as a result of this litigation.
Item 2. Changes in Securities
Response: None
Item 3. Default Upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6. Exhibits and Reports on Form 8-K
Response:
a) Exhibits
27 Financial Data Schedule (for SEC filing purposes only)
b) Reports
None
14
<PAGE> 15
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
EREIM LP ASSOCIATES
By: EREIM LP Corp.
General Partner
By: /s/Patricia C. Snedeker
-----------------------
Patricia C. Snedeker
Vice President, Controller
and Treasurer
(Principal Accounting Officer)
Dated: August 12, 1999
15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- --------------------------------------------------------
<S> <C>
27 Financial Data Schedule (for SEC filing purposes only)
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EREIM LP ASSOCIATES FOR THE PERIOD ENDED JUNE 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 10,000
<SECURITIES> 0
<RECEIVABLES> 54,659
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64,659
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 30,356,775
<CURRENT-LIABILITIES> 32,592
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 29,450,882
<TOTAL-LIABILITY-AND-EQUITY> 30,356,775
<SALES> 0
<TOTAL-REVENUES> (1,549,718)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,024
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,563,742)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,563,742)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,563,742)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
